This Intellectual Property LICENSE AGREEMENT (this “Agreement”) is entered into as of May 1st , 2025, but is made effective between the parties hereto as of 5/30/25  (the “Effective Date”) by and between The Institutional Trading Guru (TITG), a California Sole Proprietorship (“Licensor”) and John Doe (“JD”) (as hereinafter defined) are collectively referred to herein as “Licensee”).

RECITALS

WHEREAS, Licensor is the owner of the name and mark “TITG” and other intellectual property and proprietary materials that together constitute the brand image by which Licensor is known to the public. Licensor’s intellectual property and proprietary materials, include, but are not limited to: Licensor’s proprietary management systems, Institutional Trading Guide , trade secrets, trade names, corporate names, product names, service marks, tag lines and descriptors, domain names, designs, typography, color palettes, and copyrightable works, including but not limited to content of its internet sites, stationery, signage, promotional items, advertising and marketing materials, trade show booths, sponsorships, events, awards, press releases, quarterly and annual reports, presentations, photographs, forms, and electronic media as it relates to Licensor and its Affiliates (the name and mark “TITG” and the other intellectual property and proprietary materials which together constitute the brand image and language by which Licensor is known to the public are herein collectively referred to as the “IP Rights”); and

WHEREAS, "JD" wishes to obtain a non-exclusive license to use the IP Rights (specifically and solely limited to the referenced " Institutional Trading Guide" , and in exclusion of all other rights listed above) for personal stock trading use only, not for business purposes, and Licensor is willing to grant to Licensee a non-exclusive license to use the IP Rights as specified, provided that JD agrees to comply (and cause its Controlled Affiliates to comply) with the terms and conditions of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

I.LICENSE GRANT TO IP RIGHTS

A. Licensor’s Grant to Licensee. To the extent Licensor owns or controls such rights, Licensor grants to Licensee during the Term of this Agreement a non-exclusive, worldwide license to use the Institutional Trading Guide ( a specified trade secret of Licensor ). Except as set forth in this Agreement, such license as may be granted in this Agreement may not be assigned, pledged, encumbered to the extent that the IP Rights licensed hereunder include any trade secrets , the Licensee shall not reveal, distribute or otherwise disclose the trade secrets to any third party.

B. Consideration for Licenses. For the promises received and given and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Licensor grants to Licensee the licenses and rights to use the IP Rights as aforementioned. The License shall be considered fully-paid by Licensee with a royalty payment of 10% in favor of Licensor paid from the net proceeds received from all stock , option , Etf , and all other trading instruments traded , reported and paid semiannually on July 1st and January 1st for the term of ten years, to be paid by the Licensee. These payments are non-refundable. Licensor may terminate this agreement upon written notice at any time. Licensee shall provide copies of all trading statements , including all other records of account respectively.

 

II.LIMITATIONS AND RIGHTS REVOKED

A. Licensor’s Retention of Rights. Licensor retains all rights in the IP Rights not expressly granted in the License in this Agreement. Licensee shall not use the designation “TITG” as a part of its identification including, without limitation, in the name of a newly formed corporation or other entity or the name of a new product or service without the express, prior written consent of Licensor, which consent may be granted or denied at Licensor’s discretion. Licensee shall provide a thirty (30)-day written notice and request to Licensor prior to any planned use of the IP Rights as described in this section and the failure on the part of Licensor to respond within that thirty (30)-day period shall be presumed to operate as a rejection of such request.

B. No Sublicensing. Licensor does not grant to Licensee, and nothing in this Agreement shall be construed as granting to Licensee, the right to license, sublicense or authorize others to use the IP Rights.

C. Licensor’s Grant of Rights to Third Parties. During the Term of this Agreement, Licensor shall retain the sole and absolute right to grant other non-exclusive licenses for some or all of the IP Rights, including the Marks, to other entities not affiliated with Licensee, and Licensor shall retain ownership of the IP Rights.

III.QUALITY CONTROL

A. In General. Licensor and its Representatives (as defined herein) shall have the right to oversee the use of the IP Rights by Licensee.

B. Licensor’s Policies and Standards. Licensee acknowledges that Licensor may provide, or will make available, to Licensee certain policies and standards necessary for the preservation of the goodwill and reputation associated with the Marks and the value associated with the IP Rights. (Such collection of policies and standards as may be amended or supplemented from time to time by Licensor is commonly referred to as the ‘TITG Brand Manual’) For the purposes of this Agreement, the relevant policies and standards as contained in the Brand Manual, together with any subsequent policies and standards adopted or amended in accordance with this Section III (B) are collectively referred to hereinafter as the “Policies & Standards”. Furthermore, Licensee acknowledges that Licensor shall have the right from time to time in its reasonable discretion, to adopt new Policies & Standards or amend any existing Policies & Standards, which Licensee shall follow and adhere to in exercise of rights in the IP Rights hereunder. Licensor shall give written notice to Licensee of any subsequently adopted or amended Policies & Standards. Any such newly adopted or amended Policies & Standards shall take effect with respect to this Agreement ninety (90) days from receipt by Licensee.

C. Licensee’s Compliance with Policies & Standards. Licensee shall at all times during the Term of this Agreement comply with, and shall cause each of its Controlled Affiliates as well as any agents, contractors or consultants providing promotional, marketing, or regulatory filing services to Licensee, at all times during the Term of this Agreement to comply with the Policies & Standards.

D.  Modifications to IP Rights. Except as set forth in the Policies & Standards, Licensee shall not make or use any modification to any of the IP Rights without the prior express written approval of Licensor.

IV.OWNERSHIP AND INFRINGEMENT

A. Ownership. Licensee acknowledges and agrees that the IP Rights including, without limitation, the Marks and the goodwill associated with the IP Rights, are owned by Licensor and are the exclusive property of Licensor and can be used only with Licensor’s prior written consent as granted through this License. Licensee will retain the goodwill in its business apart from the goodwill associated with the use of the Marks and IP Rights. Licensee further acknowledges and agrees that upon the termination of this Agreement all of Licensee’s rights in the IP Rights shall cease, and Licensee shall have no interest in or right to use any of the IP Rights, including, but not limited to, the Policies & Standards, proprietary management systems or any trade secrets which may have come into the possession of Licensee. Licensee will not in any manner represent that it owns the IP Rights or any part or component of the IP Rights, and Licensee hereby acknowledges that its use of the IP Rights shall not create any right, title, or interest in or to the IP Rights in favor of Licensee, but that all use by Licensee of the IP Rights shall inure to the sole benefit of and be on behalf of Licensor. Should Licensee use any part or component of the IP Rights or create any expansion of the Services in violation of this Agreement, Licensee shall execute and deliver to Licensor an assignment of all rights Licensee might have created in any work, trademark, or other intellectual property right using or including the IP Rights together with any goodwill associated with the IP Rights for such expansion of the Services. Licensee further acknowledges and agrees that Licensee will not at any time do, or cause to be done, any act or thing to contest, oppose, seek to invalidate or in any way impair or intend to impair the validity or enforceability of any applications, registrations, or rights in or for the IP Rights or any of Licensor’s exclusive right, title and interest in the IP Rights.

B. Registrations; Corporate Names. Licensee will not register or apply to register any corporate name, trademark, copyright, design registrations or any other proprietary rights, in any country, state or other jurisdiction utilizing any part or component of the IP Rights, except that Licensee may register the copyright in the Approved Derivative Works or the Regulatory Filings that contain IP Rights subject to the retained ownership by Licensor of the Marks and IP Rights contained in such Approved Derivative Works or Regulatory Filings and Retained Rights and all restrictions on such use of the Marks and IP Rights. For the avoidance of doubt, Licensee may not use the designation “TITG” or any other IP Rights in Licensee’s corporate name or as an identifier of Licensee or in any manner that may cause the general public to identify Licensee with Licensor, except to communicate, as necessary or appropriate, that  “TITG” is a service provider to Licensee.

C. Infringement. During the Term of the License, Licensee shall promptly notify Licensor in writing of any suspected or actual infringement of the IP as may come to Licensee’s attention. In the event of any suspected or actual infringement, Licensor has the right, but not the duty, to take any legal action or other measures to protect the IP against such infringement. Licensee shall cooperate with Licensor in any such actions or measures at Licensor’s request and sole expense. In any action brought by Licensor: (a) Licensor shall retain full control thereof, including the settlement or other disposition of the action; and (b) any recovery shall be solely for the account of Licensor.

 

TERM, TERMINATION AND EFFECT OF TERMINATION

A. Term. Unless earlier terminated in accordance with the terms of Section I, the term of this Agreement shall commence on the Effective Date and continue until the termination of that certain Agreement dated  between TITG and JD .

B. Remedies Upon Breach. Termination of this Agreement shall not excuse any failure to perform or breach of this Agreement by Licensee or Licensor, and Licensor and Licensee shall each be entitled to all remedies under this Agreement and at law or equity with respect to such failure or breach.

C. Transition Period. Following notice of the termination of this Agreement, Licensee shall have no greater that one hundred twenty (120) days (such time period being the “Transition Period”) to cease use of the IP Rights. Notwithstanding anything to the contrary herein, during the Transition Period, Licensee may continue using the existing materials containing the IP Rights subject to the terms and conditions of this Agreement. Following the Transition Period, Licensee shall immediately and permanently discontinue all use of the IP Rights.

D.  Injunctive Relief. Licensor and JD acknowledge and agree that a breach or threatened breach by , its Controlled Affiliates, or any of their Representatives of any of the terms or conditions contained in this Agreement, will cause immediate and irreparable harm and damage to the other parties, and that monetary damages will be inadequate to compensate the other party for such breach. Accordingly, Licensor and JD agree that Licensor and Licensee shall, in addition to any other remedies available to them at law or in equity, be entitled, without posting bond or other security, to seek an injunction from any court of competent jurisdiction enjoining and restraining any breach or threatened breach of the terms or conditions of this Agreement by JD, its Controlled Affiliates or Licensor, its Affiliates; or Representatives of any party.

V. INDEMNITY

A.By Licensor.

Licensor agrees to indemnify and hold Licensee, its Controlled Affiliates, and their Representatives harmless from any and all damages, losses, costs, and liabilities (including, without limitation, reasonable legal fees and the cost of enforcing this indemnity, whether prior to, during or after trial, on appeal or in bankruptcy proceedings) that it or they may suffer or incur, that have arisen out of, resulted from or are related to: (1) any breach by Licensor of its representations, warranties, and covenants set forth in this Agreement or other failure by Licensor to comply with any of the other terms or conditions of this Agreement that result in material harm to JD or Controlled Affiliates; or (2) any disclosure or use of Confidential Information (as defined in Section VI (A)) by Licensor or any of Licensor’s Affiliates or Representatives that is not permitted under the terms of this Agreement

B. By JD. JD agrees to indemnify and hold Licensor, its Affiliates, and their Representatives harmless from any and all damages, losses, costs, and liabilities (including, without limitation, reasonable legal fees and the cost of enforcing this indemnity, whether prior to, during or after trial, on appeal or in bankruptcy proceedings) that it or they may suffer or incur, that have arisen out of, resulted from or are related to: (1) any claims, actions, or lawsuits by third parties against Licensor or Licensee, its Affiliates, or any of their Representatives involving or arising from the products and services advertised and sold by Licensee or its use of IP Rights including without limit in Regulatory Filings by Licensee to the extent not directly attributable to any fault of Licensor; (2) any disclosure or use of Confidential Information (as defined below) by Licensee, or any of Licensee’s Representatives that is not permitted under the terms of this Agreement; (3) the failure by Licensee to comply with any of the Policies & Standards; or (4) any breach by Licensee of its representations, warranties, and covenants set forth in this Agreement, including the License granted in Section I, hereinabove, or other failure by Licensee to comply with any of the other terms or conditions of this Agreement, including the License.

 

VI.CONFIDENTIALITY

A.Confidential Information. For purposes of this Agreement: (1) “Confidential Information” means (a) with respect to Licensor, the Policies & Standards and confidential or proprietary information, financial or otherwise, about the business, affairs, and assets of Licensor or its Affiliates, and Licensor’s management strategies, whether or not any such documents, information, or materials are marked “confidential” or “proprietary”; and (b) with respect to Licensee, confidential or proprietary information, financial or otherwise, about the business, affairs, and assets of Licensee or its Controlled Affiliates; (2) “Affiliate” means any entity other than JD or any of its Controlled Affiliates, that controls, is controlled by, or is under common control with Licensor; (3) “Controlled Affiliates” means any entity that is controlled by JD ; (4) the term “control”, including the terms “controlling”, “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise; (5) “Representative” means the employees, contractors, agents, directors, officers, legal counsel, accountants and financial advisors of a party; and (6) solely for the purposes of this Section , references to a party by name or by reference to “party” shall include its Controlled Affiliates if the reference is to , and their Representatives unless the context indicates otherwise.

B.Nondisclosure of Confidential Information. None of Licensee, its Controlled Affiliates, Licensor, its Affiliates or their Representatives shall disclose or use any Confidential Information that is furnished, or to be furnished, to any of them by the other parties at any time or in any manner other than as permitted by this Agreement.

C. Obligations Upon Termination. Upon a termination of this Agreement for whatever reason, each party shall promptly return, in the manner reasonably directed by the other parties, all of the Confidential Information that has been furnished to it or, alternatively, each party shall promptly destroy copies of all documents or materials in its possession or control that contain Confidential Information or portions of Confidential Information of the other parties, in whatever form or medium such copies or portions are contained, whether tangible, electronic, or otherwise, unless retention of same is required by Federal, state or other law, rule or regulation; and shall timely furnish to the other parties a written certificate to the reasonable satisfaction of the other party certifying that such destruction has taken place.

DISPUTE RESOLUTION; ARBITRATION

In the event of any dispute or claim between Licensor and Licensee under this Agreement or arising out of or in connection with the interpretation of or performance under the Policies & Standards, the parties hereto agree to submit such disputes to binding arbitration before a panel of three (3) arbitrators in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association. Said panel of arbitrators shall be composed of one (1) arbitrator selected by each party with the third arbitrator being selected by the other two (2) arbitrators. The arbitration proceedings shall be undertaken in as expeditious a manner as possible. The arbitration proceedings shall take place in Los Angeles, California. Judgment upon any award rendered by the arbitrators shall be entered into any court having competent jurisdiction without any right of appeal. Each party shall pay its own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators any claim or defense was unreasonable, then the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees and costs) and of the arbitrators and the arbitration proceeding.

 

VII.GENERAL PROVISIONS

A. Governing Law. This Agreement and all questions of interpretation, construction and enforcement hereof, and all controversies hereunder shall be governed by the laws of the State of California without regard to conflict of law rules or principles that could result in the application of the laws of any other jurisdiction.

B. Waiver. No waiver of any provision or any default by any party shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver by any party shall be binding unless executed in writing by such party.

C. Binding Effect. This Agreement shall be binding on the parties to this Agreement and their successors and permitted assigns.

D. Entire Agreement. This Agreement and the Appendices constitute the entire agreement between the parties pertaining to this subject matter and supersede all prior and contemporaneous agreements, representations and understandings of the parties.

E. Modification. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by each of the parties.

F. Counterpart Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

G. Conflicts. In the event of any conflict between the terms of this Agreement and the Policies & Standards, this Agreement shall control.

H. Severability. In the event any terms or provision of this Agreement shall be held illegal, unenforceable or inoperative as a matter of law, the remaining terms and conditions of this Agreement shall remain in full force and effect if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

I. Headings. The section headings inserted in this Agreement are for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

J. Construction. The language in this Agreement will be construed as a whole according to its fair meaning and no Party will be deemed to be the drafter of this Agreement in any action that may later arise between the Parties.

K. Upon termination / expiration of this agreement, the confidentiality / nondisclosure agreement (NDA) executed between the parties on 5/1/25 shall remain permanently in effect. .

L. Notices. All notices, consents and other communications under this Agreement (other than Licensor’s transmission of the Policies & Standards) must be given by facsimile; hand delivery; United States certified mail, return receipt requested, postage prepaid; or by an overnight commercial courier service, addressed as follows:

Either party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. Any notice given as set forth in this Section VII will be effective on the day of hand delivery, two (2) business days after mailing, the next business day if sent by overnight commercial courier service, or the day of receipt by the other party if given by facsimile letter (or the next business day if the day of receipt is not a business day).

Attestation: "Under penalty of perjury, I hereby attest that my electronic signature, and all future electronic signatures, were signed by myself with full knowledge and consent and am legally bound to these terms and conditions."

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of the date first written above.